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<br />purchase coverage with a lower retention or provide proof of ability to pay losses
<br />and related investigations, claim administration, and defense expenses within the
<br />retention- The policy language shall provide, or be endorsed to provide, that the
<br />sclt=insured retention may be satisfied by either the named insured of the City of
<br />Santa Ana.
<br />g- FadurC to provide or maintain insurance coverage as required by this Agrecrucnt is grounds
<br />for immediatee terminate of this Agreement.
<br />6. INDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify, and hold harmless the City, its officers,
<br />arenls, employees, consultants, special counsel, and representatives tiom liability: (1) tar personal
<br />injury, dannnges, just compensation, restitution, judicial or equitable reliefarising out of claims for
<br />personal injury, including dealh, and claims for properly domage, which play arise from the
<br />negligent operations of the Consultant or its contractors, subcontractors, agents, employees, m-
<br />other persons acting on their behalf which relates to the services described in scetion I of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compcahsation, restitution.
<br />judicial fir equitable relief is due by reason of the terns of or effects arising from this Agreement.
<br />This indemnity and hold han» less agreement applies to all clainns for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />cvcuts referred to in this Suction or by reason oh the tctrns of or cClccts, arising from this
<br />Agreement. The Consultant further agrees to indemnify, hold lnarn11CSS, and pny nll costs forthc
<br />defense of the City, including 1'ees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreenent, or asserting that
<br />personal injury, darnagcs,just compensation, restimtion, jttdicial or equitablc relief duo to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
<br />Section 2782.8, the above mdemmity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />7. INTELLECTUAL PROPEK7'Y INDEMNIFICATION
<br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
<br />represematives, and employees against airy and all liability, including costs, and auorney's fees,
<br />for infi ingennent of any ilnited States' letters patent, trademark, or copyright Combined in the work
<br />product or exhibits provided by CO1nSnitant to the City pursuant ro this Agreennent.
<br />S. RECORDS
<br />Consultant shall keep records and invoices in connection with the wort: to be performed
<br />tender this Agreement- Consultant Shall maintain anlrplete and acctu-ale records with respect to
<br />trc costs incurred under this Agreement and any services, expcndimres, arid disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />City Council 20 — 42 6/15/2021
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